Attachment_A_Draft_Contract_Transit_Service_Marketing.pdf

Attachment A – Draft Contract Brevard County Transit Services

MARKETING SERVICES FOR SPACE COAST AREA TRANSIT

TABLE OF CONTENTS

1. RECITALS ………...……………………………………………………………….…………………… 4

2. SERVICES ………...…………………………………………………………………………………… 4

3. TERM ……...……………………………………………………………

4. ADMINISTRATION ...…………………………………………………………………………………... 4

5. NON-EXCLUSIVE CONTRACT…………………………………………………….………………... 5

6 CONTRACT DOCUMENTS ………………………………………………………….………………. 5

7. PAYMENT …………………………………………………………………………………………

8. FUNDING. …………………………………………………………………………………………

9. OWNERSHIP OF CREATIVE ASSETS ……………………………………………………………. 5

10. FORCE MAJEURE …………………………………………………………………………………… 5

11. AUDIT RIGHTS AND PUBLIC RECORDS ………………………………………………………… 6

12. INDEPENDENT CONTRACTOR …………………………………………………………………… 7

13. EQUAL OPPORTUNITY EMPLOYMENT …………………………………………………………. 7

14. UNAUTHORIZED ALIEN WORKERS AND EMPLOYMENT ELIGIBILITY VERIFICATION

(E-VERIFY) ……………………………………………………………………………………………. 7

15. SUBCONTRACTING …………………………………………………………………………………. 8

16. ASSIGNMENT ………………………………………………………………………………………… 8

17. CONFLICTS OF INTEREST. ……………………………………………………………………….. 8

18. PUBLIC ENTITY CRIMES. ……………………………………………….………………………… 9

19. SCRUTINIZED COMPANIES LIST ………………………………………………………………… 9

20. INDEMNIFICATION AND INSURANCE …………………………………………………………… 10

21. DISPUTE RESOLUTION. ……………………………………………………….………………….. 11

22. TERMINATION OF CONTRACT. ………………………………………………………………….. 11

23. NOTICES AND AUTHORIZED REPRESENTATIVES. ………………………………………….. 12

24. ATTORNEY’S FEES, GOVERNING LAW, VENUE, AND WAIVER OF JURY TRAIL…………………. 13

25 GOVERNING LAW………….……………………………………………………

26. RECORDS AND INSPECTION. …………………………………………………………………….. 13

27. FEDERAL TAX IDENTIFICATION NUMBER…………………………………….………………… 13

28. EMPLOYMENT ………...……………………………………………………………………………… 14

29. REGULATORY REQUIREMENTS. …………………………………………………………………. 14

30. PUBLICATION, REPRODUCTION, AND USE OF MATERIAL ………………………………… 14

31. CERTIFICATIONS. ………………………………………………………………………………….. 14

32. CONSERVATION ………...…………………………………………………...…………………

33. BUY AMERICA ………...…………………………………………………......……………………... 14

34. COMPILANCE WITH THE PRIVACY ACT OF 1974. ……………………………………………. 14

35. CHANGE IN LAWS/ESCALATION. …………………………………………………………….…. 15

36. INTEREST OF MEMBERS OF CONGRESS ……………………………………………………. 15

37. ENTIRE CONTRACT ………………………………………………………………………………... 15

38. NO WAIVER OF COVENANTS OR CONDITIONS…………….………………………………… 15

39. CONSTRUCTION OF CONTRACT………………………………………………...……………… 15

40. MODIFICATIONS ………………….………………………………………………………………... 15

41. ENTIRETY OF CONTRACT ………………………………………………………………………. 15

42. INTERPRETATION ………………………………………………………………………………… 16

43. SEVERABILITY …………………...………………………………………………………………… 16

44. COUNTERPARS AND AUTHORITY.……………………………………………………………… 16

SIGNATURE PAGE.……………………………...………………………………………………………... 17

ATTACHMENT A Scope of Services…………………………………………………….….……………... 18

ATTACHMENT B Cost Analysis – Marketing Annual Budget …………………………………………… 19

ATTACHMENT C Bus Advertising ………………………………………………………………………. 20

MARKETING SERVICES FOR SPACE COAST AREA TRANSIT

THIS CONTRACT by and between the following Parties: Brevard County, Florida, a political subdivision of the State of Florida (hereinafter the “COUNTY”), and XXXXX, having its primary business location at XXXX (hereinafter the “CONTRACTOR”), (together hereinafter the “PARTIES”).

RECITALS

WHEREAS, the COUNTY provides public transportation services to the citizens of Brevard County; and

WHEREAS, the COUNTY issued a Request for Proposals (RFP 2-26-05) for Marketing Services for Space Coast Area Transit (SCAT) on July 29, 2026 and competitively selected CONTRACTOR, who has the experience and qualifications to perform marketing services for SCAT a/k/a the Brevard County Transit Services Department; and WHEREAS, the CONTRACTOR submitted a competitive proposal and was found to have the most experience and qualif ications of the proposers that submitted proposals to the COUNTY’S RFP 2-26-05 by the Selection and Negotiation Committee; and WHEREAS, the CONTRACTOR hereby certif ies that CONTRACTOR has been granted and possesses valid, current licenses to do business in the State of Florida and in Brevard County, Florida, issued by the respective State Boards and Government agencies responsible for regulating and licensing the professional services to be provided and performed by the CONTRACTOR pursuant to this Contract and for RFP 2-26-05; and

NOW, THEREFORE, in consideration of the covenants herein contained, the PARTIES mutually agree as follows:

1. RECITALS.

The above recitals are incorporated into this Contract by this reference.

2. SERVICES.

CONTRACTOR shall provide marketing services as defined in the Scope of Services set forth in Attachment A, attached hereto and made a part of by this reference, to ensure the continuity of effective marketing campaigns and ad sales. Additionally, the CONTRACTOR shall be solely responsible for fulf illing ad sales service obligations to the COUNTY, as outlined in Attachment C, and ad sales reimbursement and revenue sharing obligations to the COUNTY, as outlined in Attachment C.

3. TERM.

The term of this Contract shall be for f ive ( 5) years and shall begin on the date the last party signs the Contract.

4. ADMINISTRATION.

This Contract is administered by the Brevard County Transit Services Department, a/k/a Space Coast Area Transit, a department of the COUNTY.,

5. NON-EXCLUSIVE CONTRACT.

The Parties acknowledge that this Contract is not an exclusive agreement, and the COUNTY may employ other similar contractors to furnish services to the COUNTY, as the COUNTY, at its sole discretion, deems in the public interest. The COUNTY reserves the right to assign such work to the CONTRACTOR as it may approve in the sole discretion of the COUNTY.

6. CONTRACT DOCUMENTS.

Unless stated otherwise in writing by the COUNTY, in the case of any conflict between the Contract Documents, which are incorporated herein by this reference, the order of precedence for the Contract Documents shall be (as applicable): (1) Change Orders (with those of later date having precedence over those of earlier date); (2) this County-Contractor Contract, and any amendments made thereto; (3) RFP-02-26-05 Addenda (with those of later date having precedence over those of earlier date); (4) the County’s RFP-2-26-05 as incorporated herein; (8) Contractor’s RFP Proposal as incorporated herein; and (5) any other associated documents.

7. PAYMENT.

The CONTRACTOR and the COUNTY mutually agree that all costs resulting from services under this CONTRACT shall be as specified in Attachment A. The COUNTY reserves the right to deduct from any invoice an amount for work not provided by the invoice. The COUNTY shall remit payment in compliance with the Florida Prompt Payment Act, Florida Statute section 218.70, et seq.

The CONTRACTOR agrees to promptly provide the COUNTY with current financial statements and other reasonable financial information requested from time to time and notify the COUNTY in writing before any substantial change in ownership or material disposition of the CONTRACTOR’s assets. The COUNTY shall not be responsible for any costs except as specifically set forth in this CONTRACT.

8. FUNDING.

The COUNTY may cancel or reduce the amount of service to be rendered if such action is, in the COUNTY's determination, in the COUNTY’s best interests or if there is a lack of funding available for the service. In such an event, the COUNTY will notify the CONTRACTOR in writing thirty (30) days before the effective date of cancellation or reduction.

9. OWNERSHIP OF CREATIVE ASSETS

All current and prior marketing campaigns, including associated creative assets, are and shall remain the property of Space Coast Area Transit. These materials may be used by Space Coast Area Transit at its discretion until new creative content is developed and implemented.

10. FORCE MAJEURE.

A. The CONTRACTOR shall not be liable for its failure to perform hereunder if its performance is rendered impossible or delayed by any unforeseen act, event, or condition beyond its reasonable control, which, by the exercise of due diligence, it shall be unable to overcome. Such unforeseen acts, events, or conditions shall include, but not be limited to, the following: Acts of God, hurricanes, tornadoes, lightning, or earthquakes; strikes or lockouts; acts of war, civil insurrection, riots, or terrorism; fire or flood not caused by the Party unable to perform; change in law, not due to improper conduct; pandemics or quarantines. Notwithstanding anything in this Contract to the contrary, the term “Force Majeure” does not include, and the CONTRACTOR shall not be excused from performance under this Contract for events relating to increased costs, including, without limitation, increased costs of labor, insurance, or other expenses of performing the services hereunder. The COUNTY will not grant any extensions of time for circumstances that existed or that the Contractor knew of or should have known about at the time this Contract was executed.

B. The CONTRACTOR shall not be liable for its failure to perform hereunder if its performance is rendered impossible or delayed by any unforeseen act, event, or condition beyond its reasonable control, which, by the exercise of due diligence, it shall be unable to overcome. Such unforeseen acts, events, or conditions shall include, but not be limited to, the following: Acts of God, hurricanes, tornadoes, lightning, or earthquakes; strikes or lockouts; acts of war, civil insurrection, riots or terrorism; fire or flood not caused by the Party unable to perform; change in law, not due to improper conduct; pandemics or quarantines. Notwithstanding anything in this Contract to the contrary, the term “Force Majeure” does not include, and the CONTRACTOR shall not be excused from performance under this Contract for events relating to increased costs, including, without limitation, increased costs of labor, insurance, or other expenses of performing the services hereunder. The COUNTY will not grant any extensions of time for circumstances that exist or that the Contractor knew of or should have known about at the time this Contract was executed.

11. AUDIT RIGHTS AND PUBLIC RECORDS.

A. In the performance of this Contract, CONTRACTOR shall keep books, records, and accounts of all activities related to this Contract in compliance with generally accepted accounting procedures. All documents, papers, books, records, and accounts made or received by the CONTRACTOR in conjunction with this Contract and its performance shall be open to inspection during regular business hours by an authorized representative of the COUNTY. The COUNTY or any of its duly authorized representatives reserves the right to audit the CONTRACTOR’s records related to this Contract at any time during the performance of this Contract and for a period of f ive years after f inal payment is made or otherwise required by law.

B. Upon completion of the Contract, the CONTRACTOR shall transfer, at no cost to the COUNTY, all public records in possession of the CONTRACTOR or keep and maintain public records required by the COUNTY to perform the service. If the CONTRACTOR transfers all public records to the COUNTY upon completion of the Contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.

Suppose the CONTRACTOR keeps and maintains public records upon completion of the Contract.

In that case, the CONTRACTOR shall meet all applicable requirements for retaining public records, and shall retain all documents, books and records for a period of f ive (5) years after termination of this Contract, unless such records are exempt from section 24(a) of Article 1 of the State Constitution and Chapter 119, Florida Statutes. All records stored electronically must be provided to the COUNTY, upon request from the COUNTY’s custodian of public records, in a format that is compatible with the information technology systems of the COUNTY.

C. In the performance of this Contract, CONTRACTOR shall keep books, records, and accounts of all activities related to this Contract in compliance with generally accepted accounting procedures. All documents, papers, books, records, and accounts made or received by the CONTRACTOR in conjunction with this Contract and its performance shall be open to inspection during regular business hours by an authorized representative of the COUNTY. The COUNTY or any of its duly authorized representatives reserves the right to audit the CONTRACTOR’s records related to this Contract at any time during the performance of this Contract and for a period of f ive years after f inal payment is made or otherwise required by law.

D. CONTRACTOR shall ensure that public records which are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the Contract and following termination of the Contract if the CONTRACTOR does not transfer the records to the COUNTY.

E. Pursuant to Section 119.0701, Florida Statutes, a request to inspect or copy public records relating to this Contract must be made directly to the COUNTY. If COUNTY does not possess the requested records, COUNTY shall immediately notify the CONTRACTOR of the request, and if CONTRACTOR possesses the records, CONTRACTOR must provide the records to the COUNTY or allow the records to be inspected or copied within twenty-four (24) hours (not including weekends and legal holidays) of the request so COUNTY can comply with the requirements of Sections 119.07, Florida Statutes. The CONTRACTOR may also provide a cost estimate to produce the requested documents consistent with the policy set forth in Brevard County Administrative Order AO-47 (issued by the County Manager of Brevard County, a copy is available upon request), as may be amended, incorporated herein by this reference.

F. If the CONTRACTOR possesses the records but fails to provide the requested public records to the COUNTY within a reasonable time, pursuant to section 119.0701 and 119.10, Florida Statutes, the CONTRACTOR may face civil liability for the reasonable cost of enforcement incurred by the party requesting the records and may be subject to criminal penalties. The CONTRACTOR’S failure to comply with public records requests is considered a material breach of this Contract and grounds for termination.

G. Should the COUNTY face any legal action to enforce inspection or production of the records within the CONTRACTOR’S possession and control, the CONTRACTOR agrees to indemnify the COUNTY for all damages and expenses, including attorney’s fees and costs. CONTRACTOR shall hire and compensate attorney(s) to represent CONTRACTOR and COUNTY in defending such action. CONTRACTOR shall pay all costs to defend such action, and any costs and attorney’s fees awarded pursuant to Section 119.12, Florida Statutes.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,

FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING

TO THIS CONTRACT, Public Records Coordinator, E-MAIL Jacqueline.Daise@BrevardFL.gov OR MAIL TO 460 S. Harbor City BLVD, Melbourne, FL 32901

12. INDEPENDENT CONTRACTOR.

The COUNTY contracts for the services of the CONTRACTOR as an independent contractor and not as an employee. Nothing in this Contract shall be construed to create a partnership, joint venture, or agency relationship between the Parties. Neither Party shall have the authority to enter into any Contract of any kind on behalf of the other or to bind or obligate the other to any third party. As an independent contractor, CONTRACTOR is not entitled to any of the rights, privileges or benefits of COUNTY employees.

13. EQUAL OPPORTUNITY EMPLOYMENT.

CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment work under this Contract because of race, color, religion, sex, sexual orientation, gender identity, age, national origin, or disability and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, sexual orientation, gender identity, age, national origin or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demotion, or transfers; recruitment advertising; lay-off or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

14. UNAUTHORIZED ALIEN WORKERS AND EMPLOYMENT ELIGIBILITY VERIFICATION

(E-VERIFY).

A. Unauthorized Alien Workers. The COUNTY will not intentionally award publicly funded contracts to any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 United States Code Section 1324 (a) of the Federal Immigration and Nationality Act. The COUNTY shall consider a contractor’s intentional employment of unauthorized aliens as grounds for immediate termination of this Agreement.

B. The CONTRACTOR shall utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the CONTRACTOR during the term mailto:Jacqueline.Daise@BrevardFL.gov of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. All contractors shall meet this requirement unless they are a sole proprietor who does not hire employees and therefore is not required to file a Department of Homeland Security Form I-9 or the Contract is being executed with a company based outside of the United States of America and does not have a corporation or office within the United States of America and does not employ United States of America citizens. Upon request, the CONTRACTOR agrees to provide a copy of the E-Verify Memorandum of Understanding signed by the CONTRACTOR and the Department of Homeland Security.

C. CONTRACTOR agrees to maintain records of its participation and compliance with the provisions of the E-Verify program, including participation by its subcontractors as provided above, and to make such records available to the COUNTY consistent with the terms of CONTRACTOR’s enrollment in the program. This includes maintaining a copy of proof of CONTRACTOR’s and any subcontractor's enrollment in the E-Verify Program.

D. Compliance with the terms of this section is made an express condition of this Contract, and the COUNTY may treat a failure to comply as a material breach of this Contract.

E. A contractor who registers with and participates in the E-Verify program may not be barred or penalized under this section if, as a result of receiving inaccurate verification information from the E-Verify program, the contractor hires or employs a person who is not eligible for employment.

F. Nothing in this section may be construed to allow intentional discrimination of any class protected by law.

15. SUBCONTRACTING.

The CONTRACTOR shall not subcontract, assign, or transfer any work under this Contract without the written approval of the COUNTY, including a change of sub-contractor. When applicable, the CONTRACTOR shall cause the names of any subcontracted firms responsible for major portions (or separate specialties) of the work to be performed. CONTRACTOR shall remain, at all times, liable for the proper performance and completion of all work and other services required under this Contract, including supervision and administration of all such sub-contracted personnel, f irms, and companies, and including any errors or omissions by said sub-contractors. The CONTRACTOR shall, without additional compensation, correct or revise any errors, omissions, or other deficiencies in its designs, drawings, specifications, reports, and other services performed by a subcontractor.

16. ASSIGNMENT.

The COUNTY and CONTRACTOR each bind its respective entity and its successors, legal representatives, and assigns to the other Party to this Contract, and to the partners, successors, legal representatives, and assigns of such other Party, and in respect to all covenants of this Contract. Neither Party shall assign or transfer its interest in this Contract without the prior written consent of the other Party. In the event that the CONTRACTOR changes its name, merges with another company, becomes a subsidiary, or makes other substantial changes in structure or in principals, the COUNTY reserves the right to terminate this Contract subject to the terms prescribed above.

17. CONFLICTS OF INTEREST.

A. No officers, members, or employees of COUNTY, no members of its governing body, and no other public official of the governing body of the locality or localities in which services for the facilities are situated or carried out, who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this Contract, shall participate in any decision relating to this Contract which affects their personal interest, or have any personal or pecuniary interest, direct or indirect, in this Contract or the proceeds thereof.

B. A conflict of interest is any situation in which the CONTRACTOR, its employees, or subcontractors are in a position to exploit their professional relationship with COUNTY in any way for their personal or corporate benefit. CONTRACTOR is specifically aware of, and concurs with, the public need for COUNTY to prohibit any potential conflicts of interest that may arise as a result of the execution of this Contract. CONTRACTOR covenants that it has extensively reviewed all of its contracts, letters of agreement, and any other indication of commitment on its behalf to perform professional services that could in any way present the reasonable possibility of an actual conflict of interest with COUNTY. CONTRACTOR covenants that it presently has no conflict of interest and shall not acquire any interest, direct or indirect, which shall conflict in any manner or degree with the performance of services required to be performed under this Contract. CONTRACTOR further covenants that in the performance of this Contract, CONTRACTOR shall employ no person having any such interest. CONTRACTOR shall disclose in writing to COUNTY any conflict of interest affecting CONTRACTOR’s services to COUNTY as soon as it becomes aware of the conflict.

18. PUBLIC ENTITY CRIMES.

A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid/quote/proposal on a contract to provide goods or services to a public entity, may not submit a bid/quote/proposal on a contract with a public entity for construction or repair of a public building or public work, may not submit bids/quotes/proposals on leases of rental property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from date of being placed on convicted vendor list.

19. SCRUTINIZED COMPANIES LIST.

A. CONTRACTOR provided a fully executed Scrutinized Companies that Boycott Israel List Affidavit in accordance with Section 287.135, Florida Statutes, which is attached and incorporated into this Contract as the CONTRACTOR’s submission, which is incorporated herein by this reference and as outlined in Attachment A.

B. The CONTRACTOR certif ies that it and its subcontractors are not on the Scrutinized Companies that Boycott Israel List. Pursuant to Section 287.135, Florida Statutes, the COUNTY may immediately terminate this Contract at its sole option if the CONTRACTOR or its subcontractors are found to have submitted a false certif ication or if the CONTRACTOR or its subcontractors are placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel during the term of this Contract.

C. If this Contract is for more than one million dollars, the CONTRACTOR further certif ies that it and its subcontractors are also not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or engaged with business operations in Cuba or Syria as identif ied in Section 287.135, Florida Statutes.

D. Pursuant to Section 287.135, Florida Statutes, the COUNTY may immediately terminate this Contract at its sole option if the CONTRACTOR, its affiliates, or its subcontractors are found to have submitted a false certif ication; or if the CONTRACTOR, its affiliates, or its subcontractors are placed on the Scrutinized Companies that Boycott the Scrutinized Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria during the term of the Contract.

E. The CONTRACTOR agrees to observe the above requirements for applicable subcontracts entered into for the performance of work under this Contract.

F. As provided in Subsection 287.135(8), Florida Statutes, if federal law ceases to authorize these contracting prohibitions, this section shall become inoperative and unenforceable.

20. INDEMNIFICATION AND INSURANCE.

A. CONTRACTOR shall hold COUNTY harmless against any and all claims for and related in any way to bodily injury, sickness, disease, death, personal injury, damages to the property of any kind (including but not limited to loss of use of any property or assets resulting therefrom), f ines, penalties, schedule delay claims of any kind, including but not limited to loss of efficiency or productivity, arising out of or resulting from the performance of the products or services for which COUNTY is contracting hereunder, to the extent caused by the negligent, reckless, or intentional wrongful acts/omissions/conduct of CONTRACTOR, or any of its agents or employees, including subcontractors. Such negligent acts/omissions/conduct by CONTRACTOR include, but are not limited to, any errors or omissions in the CONTRACTOR’S services

B. The CONTRACTOR agrees to fully indemnify COUNTY and pay the cost of COUNTY’s legal defenses, including fees of attorneys as may be selected by COUNTY, for all claims described in the hold harmless clause above. Such payment on behalf of the COUNTY shall be in addition to any and all other legal remedies available to the COUNTY and shall not be considered to be the COUNTY’S exclusive remedy. It is agreed by the Parties hereto that specific consideration has been received by the CONTRACTOR under this Contract for this hold harmless/indemnification provision.

C. Notwithstanding any other provisions of this Contract, this indemnification section applies to both COUNTY and third-party claims and shall survive the expiration, completion, or termination of this Contract. Nothing in this section is intended to nor shall it constitute a waiver of the sovereign immunity of Brevard County, or a waiver by the COUNTY of the limits and protections established under Section 768.28, Florida Statutes, as may be amended.

D. CONTRACTOR shall procure and maintain, at their own expense and without cost to COUNTY, the following types of insurance described below. CONTRACTOR shall be liable and responsible for errors and omissions in the performance of any and all Contract responsibilities and shall carry professional liability insurance and indemnify the COUNTY against errors and omissions as specified below.

• General Liability policy with a $1,000,000 combined single limit for each occurrence to include the following coverage: Operations, Products and Completed Operations, Personal Injury, Contractual Liability covering this Contract, “X-C-U” hazards, and Errors & Omissions.

• Auto Liability Insurance policy that includes coverage for all owned, non-owned, and hired vehicles with a $1,000,000 combined single limit for each occurrence.

• Professional Liability Insurance policy in the amount of $2,000,000 per claim. If such policy is written on a “claims made” (rather than “occurrence”) basis, continuous coverage shall be maintained in effect from the date of commencement of services for a period of at least four (4) years beyond the termination or completion of services or until expiration of any applicable statute of limitations, whichever is longer.

• Workers’ Compensation and Employer’s Liability Insurance providing statutory benefits as required in the State of Florida. The Contractor shall require any subcontractor to provide evidence of this coverage. Additionally, if the contract requires working on or around a navigable waterway, the Contractor and all subcontractors shall provide evidence of United States Longshoremen’s and Harbor Workers (USL&H) coverage and contingent coverage of Jones Act (Marine Employers Liability) in compliance with Federal statutes, or proof of exemption. The Contractor shall be responsible for compliance with these requirements by each subcontractor, vendor, or supplier when applicable.

E. CONTRACTOR shall provide Certif icates of Insurance and applicable endorsement pages to the COUNTY demonstrating that the aforementioned insurance requirements have been met prior to the commencement of work under this Contract. Insurance carriers providing coverage required herein must be licensed or authorized to conduct business in the State of Florida and must possess A.M. Best’s Financial Strength Rating of A- Class VIII or better.

The Certif icates of Insurance shall indicate that the policies (except professional liability) have been endorsed to cover the COUNTY as an additional insured (a waiver of subrogation in lieu of additional insured status on the Workers’ Compensation policy is acceptable) and that these policies may not be canceled or modified without thirty (30) days' prior written notice being given by the insurer to the COUNTY.

F. The insurance coverages enumerated above constitute the minimum requirements and shall not lessen or limit the liability of the CONTRACTOR under the terms of the Contract. Risk Management reserves the right to modify insurance requirements based on the project's cost and severity. Subcontractor’s insurance shall be the responsibility of CONTRACTOR.

G. The CONTRACTOR shall maintain the insurance coverage in compliance with Paragraph 21, throughout the term of this Contract and in compliance with the requirements relating to professional liability insurance above. The CONTRACTOR is also responsible for providing thirty

(30) days' advanced written notice to the COUNTY of any changes or cancellations in coverage and replacement insurance.

21. DISPUTE RESOLUTION.

A. If the COUNTY objects to all or any portion of an invoice, the COUNTY shall so notify the CONTRACTOR and indicate in writing what corrective action is required of the CONTRACTOR. If a dispute over an invoice occurs, the Parties will work to resolve the dispute in accordance with Administrative Order AO-33 (issued by the County Manager of Brevard County, copy available upon request), as may be amended, and Section 218.76, Florida Statutes.

B. To the extent the COUNTY requests CONTRACTOR to perform services that the CONTRACTOR believes are not described in the Contract, then CONTRACTOR shall provide written notice to COUNTY of the issue(s), and that CONTRACTOR will follow COUNTY’s written directive provided it is without prejudice to CONTRACTOR’s right to seek additional compensation from COUNTY. CONTRACTOR shall only provide such service upon receipt of a written COUNTY directive/Notice to Proceed to explicitly perform such service. The COUNTY’s delivery of such written directive/Notice to Proceed following CONTRACTOR’s notif ication shall be without prejudice to the COUNTY’s right to maintain that such services do not constitute the basis for additional compensation.

C. Waiver. The waiver by either Party of the other Party's obligations or duties under this

Contract shall not constitute a waiver of any other obligation or duty of the other Party under this Contract, nor shall a waiver of any such obligation or duty constitute a continuing waiver of that obligation or duty.

22. TERMINATION OF CONTRACT.

A. Termination for Convenience.

Termination for Convenience by the COUNTY. The COUNTY may terminate this Contract for convenience by giving the CONTRACTOR fourteen (14) calendar days written notice of such termination. If written notice is given by mail, receipt shall be presumed, and the fourteen (14) days shall begin to run, seven (7) calendar days after the date of mailing as dated on the notice. If written notice is provided in-person, the fourteen (14) days shall begin the calendar day after the delivery of the notice. The CONTRACTOR shall stop work immediately unless the COUNTY provides the CONTRACTOR with written direction otherwise in the notice.

Termination for Convenience by the CONTRACTOR. The CONTRACTOR may terminate this Contract for convenience by giving the COUNTY sixty (60) calendar days' written notice of such termination. If written notice is given by mail, receipt shall be presumed, and the sixty (60) days shall begin to run, seven (7) calendar days after the date of mailing as dated on the notice. If written notice is provided in person, the sixty (60) days shall begin on the calendar day after the delivery of the notice. The CONTRACTOR must provide the COUNTY with all records and documentation of all work performed, as of the date of the notice, within 14 calendar days of the notice.

B. Termination for Failure to Perform

If the CONTRACTOR fails to perform, the COUNTY will issue a notice of failure to perform to the CONTRACTOR listing the work for which the COUNTY has determined there is a failure to perform and describing the deficiencies in the CONTRACTOR’s work. The Notice shall provide the CONTRACTOR with ten (10) calendar days from the date the Notice is received in which to correct such deficiencies described in said notice. If the CONTRACTOR fails to correct such deficiencies to the satisfaction of the COUNTY within the stated time period, then the COUNTY may terminate the Contract immediately by providing written notice to the CONTRACTOR for failure to perform. Upon termination by the County, COUNTY may take over the work and cause it to be performed to completion by Contract or otherwise. In such a case, the COUNTY reserves all rights and remedies available, including, but not limited to, the right to recover the COUNTY’s additional cost incurred in securing complete performance. The rights and remedies of COUNTY provided in this clause are in addition to any other rights and remedies provided by law or under this Contract. If, after the COUNTY’s termination of the Contract for failure of the CONTRACTOR to fulf ill contractual obligations, it is determined that the CONTRACTOR had not failed the contractual obligations, the termination shall be deemed to be a termination for the convenience of the COUNTY.

C. Upon termination for any reason, the Parties agree that any work completed, or services provided by the CONTRACTOR prior to the date of termination shall become the property of the COUNTY. Upon COUNTY's request, CONTRACTOR shall deliver to COUNTY documents or other work as may have been accumulated by CONTRACTOR in performing this Contract, whether completed or in process.

D. Payment on Termination. In the event of termination by COUNTY, the COUNTY’S sole obligation to CONTRACTOR shall be payment for those portions of satisfactorily completed work previously authorized and approved. The COUNTY shall not be obligated to pay for any services performed after CONTRACTOR has received the final notice of termination unless the COUNTY otherwise directs the CONTRACTOR in writing to complete specified elements of the work. Such payment shall be determined on the basis of the work performed by CONTRACTOR, or the percentage of work completed as estimated by CONTRACTOR and agreed upon by COUNTY up to the time of termination. In the event of such termination, COUNTY may, without penalty or other obligation to CONTRACTOR, elect to employ other people to perform the same or similar services. In the event of deficient professional services, COUNTY shall not pay for the CONTRACTOR for deficient services; however, if any of the work performed by the CONTRACTOR is used by or useful to any other contractor retained by COUNTY to finish the work, the County will pay the CONTRACTOR for such useful work to the extent that COUNTY does not incur additional costs, or pay twice for the same work.

23. NOTICES AND AUTHORIZED REPRESENTATIVES.

Authorized Representatives. The Parties agree that in order to facilitate the orderly and efficient completion of the work, each Party shall appoint an authorized representative(s) for such Party. The COUNTY’s representative shall have the authority to transmit instructions, receive information, and interpret and define the COUNTY’s policies and decisions pertinent to the work covered by this Contract as long as such transmissions do not result in an increase in the cost of or time to perform work. The Parties understand and agree that only the Board of County Commissioners, the County Manager, or the Assistant County Managers have the authority to approve changes or modifications to this Contract. The CONTRACTOR’s representative shall be authorized to act on behalf of the CONTRACTOR regarding all matters involving the conduct of its performance under this Contract.

The Parties' designated representatives and their respective addresses for purposes of this Contract are as follows:

COUNTY CONTRACTOR

Mr. Terry A. Jordan, Director Transit Services Department 401 S. Varr Avenue, Cocoa, FL 32922 Terry.jordan@brevardfl.gov

Either Party will have the right to change its authorized representative(s) or to add representatives from time to time throughout the Contract by giving written notice to the other Party in accordance with the Notice Provisions below.

Notices. Notice shall be given to the Contractor in writing by certif ied mail or hand delivery as follows:

XXX COMPANY NAME, CONTACT PERSON, ADDRESS XXX. Notices are in effect upon receipt. The addresses above shall be the places where notices shall be sent, unless prior written notice of change of address is given. Email transmission may be used if the notice is also transmitted by one of the preceding forms of delivery.

24. ATTORNEY’S FEES, GOVERNING LAW, VENUE, AND WAIVER OF JURY TRIAL

In the event of any legal action between the Parties arising out of this Contract, each Party shall bear its own attorney’s fees and costs. This Contract, regardless of where executed, shall be governed by and construed according to the laws of the State of Florida. Venue for any legal action brought by any Party to this Contract to interpret, construe, or enforce this Contract shall be in a court of competent jurisdiction in and for Brevard County, Florida, and the PARTIES AGREE TO WAIVE A JURY TRIAL AND ANY TRIAL SHALL BE NON-JURY. CONTRACTOR consents and waives any objection or defenses relating to Florida state court having jurisdiction over any dispute or claim arising out of this agreement and consents to process being served upon its Florida registered agent.

CONTRACTOR expressly waives removal of any claim or action arising under this agreement to federal court.

25. GOVERNING LAW.

This CONTRACT shall be deemed to have been executed and entered into within the State of Florida. This CONTRACT, and any dispute arising hereunder, shall be governed, interpreted, and construed according to the laws of the State of Florida. The CONTRACTOR hereby certif ies that it shall comply with all Federal Laws and Regulations, including the Americans with Disabilities Act of 1990. The CONTRACTOR is hereby notif ied that Federal Laws and Regulations may change, and the changed requirements will apply to the project as required.

26. RECORDS AND INSPECTION.

In the performance of this CONTRACT, the CONTRACTOR shall keep books, papers, records, and accounts of all activities related to this CONTRACT in compliance with generally accepted accounting procedures. All records, books, and accounts made or received by the CONTRACTOR in conjunction with and/or performance of this CONTRACT shall be open to inspection during regular business hours by an authorized representative of the COUNTY. They shall be retained by the CONTRACTOR for a period of three (3) years after termination of this CONTRACT. All records, books, and accounts related to the performance of this CONTRACT shall be subject to applicable provisions of the Florida Public Records Act, Chapter 119, Florida Statutes.

27. FEDERAL TAX IDENTIFICATION NUMBER.

The CONTRACTOR shall provide the COUNTY with their Federal Tax Identif ication Number.

mailto:Terry.jordan@brevardfl.gov

28. EMPLOYMENT.

The CONTRACTOR shall not engage the services of any person or persons now employed by the COUNTY, including any department, agency, board or commission thereof, to provide services relating to this CONTRACT without written consent from the COUNTY.

29. REGULATORY REQUIREMENTS.

The CONTRACTOR shall comply with all Federal, State, and local laws, including licensing and/or regulatory requirements (including permits) for providing services under this CONTRACT. This includes but is not limited to the Clean Air and Water Acts, the Energy Policy and Conservation Act, the Federal Occupational Safety and Health Act, and the Americans with Disabilities Act. The CONTRACTOR shall comply with applicable Buy America requirements set forth under the requirements of Section 16S(a) of the Surface Transportation Act of 1982 and the applicable regulations in 49 C.F.R. part 661, as amended. This compliance includes procurement of fuel and tires for this CONTRACT.

30. PUBLICATION, REPRODUCTION, AND USE OF MATERIAL

No custom material produced in whole or in part under the CONTRACT shall be subject to copyright in the United States or in any country. The COUNTY and Federal Transit Administration shall have authority to publish, disclose, distribute, and otherwise use, in whole or in part, any custom material prepared under this CONTRACT.

31. CERTIFICATIONS.

The CONTRACTOR shall adhere to and maintain all assurances provided in its proposal, including Drug-Free Workplace Certif ication, Certif ications Regarding Debarment, Suspension, and other responsibility matters.

32. CONSERVATION.

The CONTRACTOR shall comply with mandatory standards and policies relating to energy efficiency which are contained in the (State) energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. Section 6321et seq).

33. BUY AMERICA.

The CONTRACTOR shall comply with applicable Buy America requirements set forth under the requirements of Section 165(a) of the Surface Transportation Act of 1982 and the applicable regulations in 49 C.F.R. Part 662, as amended. This compliance includes federal certif ications for the procurement of fuel and tires for this CONTRACT.

34. COMPLIANCE WITH THE PRIVACY ACT OF 1974.

The CONTRACTOR agrees:

A. To comply with the Privacy Act of 1974, 5 U.S.C. Code SSl(a), and regulations thereunder, when performance under the Project involves the design, development, or operation of any system of records on individuals to be operated by the CONTRACTOR, its subcontractors, or their employees to accomplish a Government function;

B. To notify Brevard County when the CONTRACTOR, its subcontractors, or their employees anticipate operating a system of records on behalf of the Government in order to implement the Project, if such system contains information about individuals retrievable by the individual's name or other identif ier assigned to the individual. A system of records subject to the Act may not be used in carrying out this Project until the necessary and applicable approval and publication requirements have been met.

The CONTRACTOR, its subcontractors, and their employees agree to correct, maintain, disseminate, and use such records as required by the Act, and to comply with all applicable terms of the Act;

C. The CONTRACTOR must include the text of Paragraphs 1 and 2 listed above in all subcontracts and sub-agreements under which work for this Agreement is performed or which are awarded pursuant to this Agreement, or which may involve the design, development, or operation of such a system of records on behalf of the Government.

35. CHANGE IN LAWS/ESCALATION.

In the event of unusual circumstances, such as changes in local, state or federal laws, regulations, or specifications or recommendations, to include enhanced safety protocols such as increased vehicle cleaning protocols; health screenings; vehicle configuration/modification; PPE; or seatbelt installations; or increased insurance or surety premiums or any other conditions which causes any of Contractor's operating costs to increase at a disproportionate rate to the existing rate, then the parties shall negotiate in good faith to seek an equitable rate adjustment. If the parties are unable to agree on an adjusted rate, CONTRACTOR may terminate the contract at its convenience upon written notice.

36. INTEREST OF MEMBERS OF CONGRESS.

The CONTRACTOR shall certify that no member of, or delegate to, the Congress of the United States shall be admitted to any share or part of this CONTRACT or to any benefit to arise here from.

37. ENTIRE CONTRACT.

It is understood and agreed that the entire CONTRACT of the parties is contained herein and that this CONTRACT supersedes all other contracts, oral and written as well as any negotiations between parties relating to the subject matter hereof. Any alternatives, amendments, deletions or waivers of the provisions of this CONTRACT shall be valid only when reduced to writing and executed by both parties. This CONTRACT cannot be changed or terminated orally. To the extent the attachments of this CONTRACT conflict with the language herein, this CONTRACT shall control.

38. NO WAIVER OF COVENANTS OR CONDITIONS.

The failure of either party to insist on strict performance of any covenant or condition hereof, or to exercise any option herein contained, shall not be construed as a waiver of such covenant, condition or option in any other instance.

39. CONSTRUCTION OF CONTRACT.

The parties hereby acknowledge that they have fully reviewed this CONTRACT, its attachments, and have had the opportunity to consult with legal counsel of their choice, and that this CONTRACT shall not be construed against any party as if they were the drafter of this CONTRACT.

40. MODIFICATIONS.

Contract Modifications. The terms of this Contract may be modified upon the mutual agreement of the Parties in writing executed by both Parties with the same formality as herewith.

41. ENTIRETY OF CONTRACT.

Under the terms of this Contract, all Notices to Proceed issued under this Contract, all Modifications to this Contract or Notice to Proceed, all Change Orders, and any Renewals of the Contract.

This Contract supersedes all prior agreements and negotiations respecting such matter.

42. INTERPRETATION.

Both Parties have had the opportunity to consult with legal counsel and to participate in the drafting of this Contract. Consequently, this Contract shall not be more strictly or more harshly construed against either party as the drafter.

43. SEVERABILITY.

If a court of competent jurisdiction finds any sentence, provision, paragraph, or section of this Contract void or unenforceable, the remaining parts of this Contract shall continue to full force and effect as though such sentence, provision, paragraph, or section had been omitted from this Contract. The Parties shall use their best efforts to rehabilitate and replace the unenforceable provision or provisions of this Contract with lawful terms and conditions approximating the original intent of the Parties.

44. COUNTERPARTS AND AUTHORITY.

This Contract may be executed in counterparts, all of which, taken together, shall constitute one and the same Contract. Each party represents that the person signing on its behalf has been fully authorized by all required actions to sign on behalf of and to bind that party to the obligations stated herein.

(THE REMAINDER OF THE PAGE IS BLANK)

IN WITNESS WHEREOF, on this date of last signed below, the Parties have caused this Contract to be executed by their duly authorized representatives.

Reviewed for Legal Form and Content BOARD for Brevard County

Heather Balser, Assistant County Attorney VENDOR SIGNATURE

STATE OF _________________________

COUNTY OF _______________________

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this day of ______________________, 202__

___________________________________ corporation, on behalf of the corporation.

He/she is personally known to me or has produced ________________________ as identification.

(Notary Seal) Notary Public Signature

Name typed, printed or stamped

My Commission Expires: ___________

ATTACHMENT A

SCOPE OF SERVICES

(To Be included by Contractor)

ATTACHMENT B

COST ANALYSIS – MARKETING ANNUAL BUDGET

ATTACHMENT C

BUS ADVERTISING